SEC Comment Letter 0000000000-23-004532 to Jounce Therapeutics, Inc. (CIK 0001640455)
Jounce Therapeutics, Inc. (CIK 0001640455)
Date: May 2, 2023 · CIK: 0001640455 · Accession: 0000000000-23-004532
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Letter
United States securities and exchange commission logo May 2, 2023 Ryan Murr Partner Gibson, Dunn & Crutcher LLP 555 Mission Street, 30th Floor San Francisco, California 94105 Re:Jounce Therapeutics, Inc. Correspondence dated May 2, 2023 File No. 005-89831 Dear Ryan Murr: We have reviewed your correspondence dated May 2, 2023 and have the following additional comment. Correspondence dated May 2, 2023 Correspondence, page 1 1.We note that you provided us with an opinion of counsel that the CVRs in the Offer “are not securities requiring registration under the Securities Act.” Please provide us with a legal analysis of the exemption from registration that you are relying on for the offers and sales of the CVRs. In the alternative, as previously requested, please provide an opinion of counsel that the CVRs are not securities under Securities Act Section 2(a)(1). We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 2, 2023
Ryan Murr
Partner
Gibson, Dunn & Crutcher LLP
555 Mission Street, 30th Floor
San Francisco, California 94105
Re:Jounce Therapeutics, Inc.
Correspondence dated May 2, 2023
File No. 005-89831
Dear Ryan Murr:
We have reviewed your correspondence dated May 2, 2023 and have the following
additional comment.
Correspondence dated May 2, 2023
Correspondence, page 1
1.We note that you provided us with an opinion of counsel that the CVRs in the Offer “are
not securities requiring registration under the Securities Act.” Please provide us with a
legal analysis of the exemption from registration that you are relying on for the offers and
sales of the CVRs. In the alternative, as previously requested, please provide an opinion
of counsel that the CVRs are not securities under Securities Act Section 2(a)(1).
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions